RESOLUTION
AUTHORIZING AN AMENDED AND RESTATED OPERATING AND REVENUE PARTICIPATION
AGREEMENT PERTAINING TO THE GREAT LAKES AQUARIUM.

BY
COUNCILOR NESS:

RESOLVED, that
the proper city officials are hereby authorized to enter into am amended
and restated operating and revenue participation agreement, substantially
in the form of that on file in the office of the city clerk as Public
Document No. ____________, with the city of Duluth, Lake Superior
Center, aka Great Lakes Aquarium, and the Lake Superior Center authority,
which will amend City Contract No. C18364, dated June 1998.

FURTHER RESOLVED,
that the city's approval is contingent upon the approval of the Minnesota
department of administration and/or the Minnesota department of finance.

STATEMENT
OF PURPOSE: The purpose of this resolution is to authorize the execution
of an amended and restated operating and revenue participation agreement
between the city, Lake Superior Center authority and the nonprofit corporation,
Lake Superior Center, aka Great Lakes Aquarium.

In
2003, the city of Duluth received legislative approval to use excess tax
collections from the 1/2 percent food and beverage and 1/2 percent hotel-motel
tax to pay for the debt of the 1999 bonds. This amended agreement formalizes
the intent of the city and allows for the Great Lakes Aquarium to decrease
the liability to the city as the bonds are paid from the tourism taxes.

The
amended and restated agreement will continue to give the city oversight
of the operations and budgetary approval rights. It will also authorize
the city to provide a cash management fund to assist in the management
of cash flows of the operation, if needed.